Common use of Rights and Obligations of the Managing Member Clause in Contracts

Rights and Obligations of the Managing Member. The Managing Member shall have the day-to-day management control of the business of the Company and shall have the responsibility and authority, at the Company’s expense, to take all actions necessary or appropriate to accomplish the purposes of the Company including, without limitation, the power and authority: (a) To implement the decisions of the Board of Managers made in accordance with Section 8.1 of this Operating Agreement. (b) To manage, supervise and conduct the day-to-day affairs of the Company and the ethanol plant. (c) To hire and dismiss such employees and independent contractors as the Managing Member shall determine to be reasonably necessary to the operation of the ethanol plant, including, if the Managing Member so determines, any present Affiliate of the Managing Member or any present employee of any Affiliate of the Managing Member Affiliate. (d) To purchase or otherwise obtain the right to use equipment, supplies, hardware and software technology associated with the ethanol plant, except that new purchases in amounts exceeding $150,000.00 must be approved in advance by the Board of Managers, which approval shall not be unreasonably withheld. As used in the preceding sentence, “new purchases” does not refer to equipment, supplies, hardware and software technology associated with the initial construction of the ethanol plant or associated with future expansions of the ethanol plant approved by the Board of Managers, nor does it refer to repairs to or replacements of the equipment, supplies, hardware and software technology associated with the ethanol plant or the expanded ethanol plant. (e) To maintain, at the expense of the Company, adequate records and accounts of all operations and expenditures and furnish the Members with annual statements of accounts as of the end of each calendar year, together with all necessary tax reporting information. (f) To enter into agreements with Managing Member Affiliates for the marketing of the Company’s products and for the design and construction of the ethanol plant, in accordance with the requirements of this Agreement and with the approval of the Board of Managers; provided, however, that any such agreement or contract shall be on terms as favorable to the Company as could be obtained from any third party for comparable services. (g) To execute all instruments or contracts of any kind or character which the Managing Member in its discretion shall deem necessary or appropriate to carry out its duties and responsibilities. (h) To establish bank accounts, collect customer payments, and other cash receipts, invest excess cash, disburse cash and make other payments. (i) To carry on any other activities necessary to, in connection with, or incidental to any of the foregoing or the day-to-day operations of the Company or the ethanol plant. (j) To appoint and remove a Chief Executive Officer and a Chief Financial Officer, who may be the same individual, to fulfill the day-to-day functions of said positions following completion of the Offering. (k) To cause the Company to make or revoke elections provided for under the Code, including specifically the elections referred to in Section 754 thereof and Section 4.2 hereof. (l) To purchase, at the expense of the Company, liability and other insurance contracts.

Rights and Obligations of the Managing Member. The Managing Member shall have the day-to-day management control of the business of the Company and shall have the responsibility and authority, at the Company’s expense, to take all actions necessary or appropriate to accomplish the purposes of the Company including, without limitation, the power and authority: (a) To implement the decisions of the Board of Managers made in accordance with Section 8.1 of this Operating Agreement. (b) To manage, supervise and conduct the day-to-day affairs of the Company and the ethanol plant. (c) To hire and dismiss such employees and independent contractors as the Managing Member shall determine to be reasonably necessary to the operation of the ethanol plant, including, if the Managing Member so determines, any present Affiliate of the Managing Member or any present employee of any Affiliate of the Managing Member Affiliate. (d) To purchase or otherwise obtain the right to use equipment, supplies, hardware and software technology associated with the ethanol plant, except that new purchases in amounts exceeding $150,000.00 must be approved in advance by the Board of Managers, which approval shall not be unreasonably withheld. As used in the preceding sentence, “new purchases” does not refer to equipment, supplies, hardware and software technology associated with the initial construction of the ethanol plant or associated with future expansions of the ethanol plant approved by the Board of Managers, nor does it refer to repairs to or replacements of the equipment, supplies, hardware and software technology associated with the ethanol plant or the expanded ethanol plant. (e) To maintain, at the expense of the Company, adequate records and accounts of all operations and expenditures and furnish the Members with annual statements of accounts as of the end of each calendar year, together with all necessary tax reporting information. (f) To enter into agreements with Managing Member Affiliates for the marketing of the Company’s products and for the design and construction of the ethanol plant, in accordance with the requirements of this Agreement and with the approval of the Board of Managers; provided, however, that any such agreement or contract shall be on terms as favorable to the Company as could be obtained from any third party for comparable services. (g) To execute all instruments or contracts of any kind or character which the Managing Member in its discretion shall deem necessary or appropriate to carry out its duties and responsibilities. (h) To establish bank accounts, collect customer payments, and other cash receipts, invest excess cash, disburse cash and make other payments. (i) To carry on any other activities necessary to, in connection with, or incidental to any of the foregoing or the day-to-day operations of the Company or the ethanol plant. (j) To appoint and remove a Chief Executive Officer and a Chief Financial Officer, who may be the same individual, to fulfill the day-to-day functions of said positions following completion of the Offeringpositions. (k) To cause the Company to make or revoke elections provided for under the Code, including specifically the elections referred to in Section 754 thereof and Section 4.2 hereof. (l) To purchase, at the expense of the Company, liability and other insurance contracts.